Th Favor
by fairyrose
Summary: Willow asks Giles for a favor that will be fun for him to.


" You want me to do what?"

" Please don't be angry, Giles. I know this is an unusual request, bizarre even but I have given this a lot of thought and you were the most logical choice."

He removed his glasses and pinched the bridge of his nose. " I know I'm going to regret asking this, but, how is asking a man old enough to be your father to…deflower you the most logical choice?"

Willow took a deep breath. She had known he'd ask to explain and she really had given this a lot of thought. "Well, a girl, a woman, can only loose her virginity once and from what I've heard, it's usually awkward and embarrassing. But, Buffy said that with Angel there was none of that. She figured it was because of his experience. All she experienced was the good stuff.

" That's why I chose you. You're kind, caring, gentle. You're mature enough to understand that sex is about both partners, not just the guy getting his jollies. Also, you're experienced enough to make sure I enjoy the experience as much as you do. And, if you agree, I do want you to enjoy it.

"I do understand how potentially dangerous this could be for you, what with my being a minor and all, but I'm not planning on telling anyone, not even Buffy. This is mine, so why shouldn't I get to choose who I'm with, and, after all, I have has a crush on you for years." She sad the last with a soft smile.

Giles put his glasses back on. "I can see that you have thought this through. I am flattered, really, but…. Well, Buffy and Angel were very much in love when they…made love. And I don't… I mean, well, obviously I love you but…."

"You're not 'in love' with me. I understand. I'm not 'in love' with you either, and I'm not asking for anything other than one night."

"Willow, I need time to think about this. I'm not saying no. Just, despite the illegality of it, I would feel like I was taking terrible advantage of you. That I was some lecherous old man."

She smiled a soft, radiant smile that pulled gently at his heart. "Of course, I understand. I gotta go anyway, I promised Buffy I'd help her study for the history test. Don't worry, if you decide to say no, I'll be fine, and no heard feelings. At least you didn't say no outright."

_I should have_, he thought to himself as Willow let herself out of his apartment. _Why didn't I just say no_? He knew, knew from the way his breath quickened at her words. _Admit it Rupert old boy, you're flattered that a beautiful, brilliant, charming young woman is asking him to make love to her, no strings attached._

If he was honest with himself he was flattered, what Willow had asked of him was very special. A woman's virginity was a treasure. The fact that Willow trusted him enough to give him that gift was an honor. As he considered it further he realized that Willow was a pragmatic young woman and as long as he had known her she had never made any rash decisions. Certainly she had thought this through thoroughly, otherwise she would never had asked him in the first place. Abruptly he made his decision. He would do this for Willow. She had asked for something special and he would see to it that it was.

The next day at school Willow was feeling… well, she wasn't sure what she was feeling. She didn't regret her talk with Giles, but she was unsure how he would act around her today. She had asked him for a huge favor and she wouldn't be surprised if he said no. She truly treasured his friendship, he always treated her and the others like capable young adults. She hoped that even if Giles said no that wouldn't change.

She entered the library and joined the others at their usual table. Buffy and Xander were working on some project. She returned their greeting as she dropped her bag onto the table. She glanced up to the window of Giles' office. He looked distracted, nothing new there, Giles was regularly distracted. What with the various creepies the Hellmouth threw at them and the more garden verity distractions that came with working around teenagers.

He looked up and caught her eye and gave her a genial smile. Well, so much for her uncertainties.

Giles looked up from his phone call and saw Willow looking at him he smiled at her. She smiled back looking relieved. _She must have been worried about how you would react to her after our conversation last night._ She looked away laughing at something Xander said to her. She was still so young but she had mad such a big decision in such a rational manner. Such an extraordinarily unique young woman, how many other 17 year old girls would make such an important and personal decision with logic rather than her heart.

"Willow, would you come and join me in the stacks for a moment, I need your help." Giles asked. No time liker the present, give her his answer, relieve her obvious tension.

"Duty calls." She said with a rueful smile. "Research girl to the rescue." She happily left to join Giles. He was smiling at her as she rounded the corner. "What's up Giles?"

"I didn't actually need your help with anything back here, Willow. I just wanted a private word with you."

"Oh?" she asked, her eyebrows rising so high they almost disappeared into her hair.

Smiling at her, he put a hand on each of her arms and leaned in and gave her a quick kiss. He looked her straight in the eye. "I've decided to agree to your request. I would be honored to make love to you for your first time."

Her face radiated with joy. She threw her arms around his neck. "Oh, Giles, thank you so much. You don't know how much this means to me." She let him go and started bouncing on the balls of her feet, her excitement bubbling out of control.

Giles smiled at her youthful joy. "When and where did you have in mind for this event?"

"Well, we could use my place. My parents are out of town and won't be back 'till Monday night. Oh, but, my bed's kinda on the teeny side. Maybe a motel room…."

"Out of the question. I will not be party to something so special happening in a cheep motel room. We'll just go to my apartment. How about tonight, around seven? I'll make dinner."

"Sounds great. I'll be there."

Giles was bustling around the kitchen putting the finishing touches on dinner. He really wanted tonight to be memorable for Willow. Dinner was simple, pasta and bread. He had debated on wine but decided against it. He was already breaking the law, he didn't need to ad 'contributing to the delinquency of a minor' to his offences.

"Hi, Giles," Willow said, startling him out of his thoughts.

"Gahhh," he shouted, nearly dropping the bread.

"Sorry, Giles. I didn't mean to startle you. I didn't think you'd mind me letting myself in."

"Willow, hello, it's fine. I was lost in thought. Good timing, dinner's ready, sit down."

She took the bread from him and carried it to the table he fallowed with the pasta.

"Oh, Giles, pretty." The table was laid with a crisp white linen tablecloth, pale green cloth napkins that complimented the design on the china, and silver that glowed softly in the firelight. "You didn't have to go to all this trouble."

"It's no trouble, Willow," he said as he set down the bowl of pasta. " I want tonight to be a shining memory for you in the future." He pilled out her chair, she sat, he pushed the chair back in, brushing his fingers over the nape of her neck. "You look lovely, by the way."

"Thank you," she replied, reeling from the unexpected tingle his touch had caused. She was wearing a light Green cotton gypsy blouse, a brown suede skirt that reached her mid calf, and a silver chain belt slung low on her hips. On her feet were a pair of simple sandals. Her flaming hair was hanging in loose waves around her shoulders. "The blouse was a gift from Buffy. This is actually the first time I've worn it. You look nice, too. Not all tweedy and librariany. Can librarian be used as an adjective?"

He was wearing a light Blue oxford shirt, blue jeans, and a pair of loafers. Casual and very different from his daily uniform. Very sexy, Willow thought.

"Thank you. Shall we eat?"

Dinner went well. They chatted about inconsequential's, her school work, some new texts he had ordered for his private collection. After they finished they cleared the dishes to the kitchen and went to sit on the sofa.

They sat there, close together. Willow had become quiet and started to fidget.

"Willow, if you're nervous, nothing has to happen tonight."

I'm not nervous. Well, I am, but not enough to make me change my mind. You're being so sweet, it's just, the anticipation is kinda getting to me. I'm sitting here thinking, 'When's he gonna make a move already?' or 'Should I make the first move?'"

He smiled and laughed a little. "I'm sorry, Willow. I'm a bit uncertain myself. I don't want to go too fast or do anything that will frighten you. I care about you and don't want you to regret your decision."

She looked up into his eyes. "I trust you Giles, I know you'll be gentle with me. I'm not afraid of anything that's gonna happen tonight, not with you. I know you want to make this good for me but I want you to enjoy yourself, too."

He smiled sheepishly at her. "Oh, I will. It's not every day a man my age has the opportunity to make love to an attractive, intelligent woman half his age."

She smiled sweetly at him, he leaned in and kissed her. It was a soft kiss at first, a gentle pressure on her lips to test the waters. Slowly he increased the pressure, tentatively sweeping his tongue across her lower lip wondering if she would understand what he was asking. She did. As she opened her lips slightly, he swept his tongue across her lip once more before he dove into her moist heat.

Kissing was good, she knew how to kiss, at least, she thought she did. The first time she kissed a boy like this he had practically choked her, ramming his tongue down her throat. This was infinitely better, Giles' soft sweeping strokes sent fission up and down her spine. She sighed in contentment. Now that she had been on the receiving end of such a great kiss she had a good idea what to do so she decided to give a little back. She tangled her tongue with his for a moment before he relented and she explored his mouth, mimicking his earlier actions. Giles hummed his approval and she felt the corners of his mouth curl up in a smile. Eventually, they had to breath, they separated panting hard.

"My, my, Willow, you're quite good at that."

"I've always been a quick learner," she smirked, mischievously.

He began peppering her face with small kisses. "That's good, Willow. I want you to do what feels right. If you want to be touched somewhere, tell me. If you like a touch, I'll stop. If you want to touch me somewhere, please do. I'll ask you to stop if I don't like what you're doing. If I need you to touch me somewhere, I'll ask. Don't be afraid of your body's reactions, I assure you they're quite normal." She was surrendering to his touch, becoming more aroused with every kiss. He needed to tell her one last thing before they both became lost to sensation. "Willow. Willow, look at me." Her aroused eyes focused on his. "If at any time you change your mind and want to stop, tell me and we'll end this."

"God no. It feels too good to stop."

"And it will only get better, luv." He pulled other close, laying open-mouth kisses on her throat and shoulders, pushing her blouse out of the way to expose more skin.

He hands came up and began undoing his shirt buttons. She began treating him to the same pleasure he was giving her with the added attraction of her hands on his skin. She caressed the muscles of his back and shoulders then brought her hands around to run her fingers through the hair on his chest. He moaned and shuddered as her fingers came into contact with his nipples. She stopped her ministrations, obviously concerned.

"Giles? Did I…?"

"Don't worry, pet. You've done nothing wrong. That wasn't a bad reaction. It feels good."

"OK." Reassured, she returned to his embrace. His hands began roaming her body. Stroking up her back, his fingers splayed across her ribcage, his thumbs lightly brushing the underside of her breasts. Lazy circles that make her catch her breath. "Oh, Giles, that feels so good. More please."

He chuckled. Her responses were amazing, she was practically purring. He would have to watch himself, he could do anything to he, ask her to do anything and she wouldn't resist. Her trust in him was so complete. _Careful, old man,_ he cautioned himself,_ This is about her, remember._

"Giles, I want to feel your hands on my skin."

"Of course, but not on the sofa." He stood and swept her up into his arms and carried her to the stairs leading to his bedroom.

Willow wrapped her arms around his neck and began nibbling and sucking on the skin just below his ear. She smiled at his moan of appreciation. "You taste good, Giles," she breathed into his neck before returning to her previous task.

He laid her gently on his bed and fallowed her down, reluctant to pull away from her attentions. "Keep that up, luv, and you'll leave quite a mark."

"Oh, sorry, I wasn't thinking."

"I wasn't complaining, it felt lovely." He moved down her body as he pushed her onto her back. He placed a kiss on her stomach as he unclasped her belt and pulled it away. He ran his hand across her belly under her blouse, circling her navel with his finger. She giggled and squirmed happily.

"That tickles, Giles." She pouted when he pulled his hand away. "I didn't say I wanted you to stop."

"Not stopping for long, dear," he told her as his mouth replaced his hands. He kissed, nibbled, and licked his way up and down her torso, making her writhe in pleasure. He gathered her blouse in his hands and she lifted her shoulders slightly so he could pull it off over her head reveling a white lace strapless bra. He began a slow path down her chest, gently cupping one breast, kneading the supple flesh through the material. Willow cried out in surprised pleasure and he smiled against her skin. "It's only going to get better," he promised.

He promised himself that he would forestall his own pleasure as long as possible, until he was satisfied he had given her more pleasure than she had ever even known possible. But, god, the way she felt in his arms, his arousal was already painful in his jeans.

Willow brought her hands up to his shoulders and tried to push his shirt down his arms. He snaked his free hand under her body and deftly unhooked her bra so that when he pulled back to shrug off his shirt he was able to remove her bra as well.

The sight that greeted him took his breath away. Willow was amazingly beautiful. Certainly he'd noticed how pretty she was, the sweetness of her smile. Her breasts were larger than he'd realized, full and round and peaked by dusky nipples already hardened with arousal. Her ivory skin glowed in the defused light from the full moon that was filtering through his window. Her flaming hair billowing out in a halo around her. She looked like an etching of a pagan goddess from one of his books; and he planned to worship every inch of her.

She looked up at him both frightened and excited by the look on his face. "Is something wrong, Giles?"

"Wrong? No, Willow, you're breathtaking."

Her whole body flushed with pleasure. He came back to her with a passion she had yet to experience and it sent a fresh rush of moisture to her already damp curls. After what seemed an eternity, not that she was complaining, Giles began his descent down her neck, to her shoulders and chest. She releases an astonished moan of joy as his mouth closed over her nipple, one of his hands squeezing and kneading the opposite breast the other hand was making its way up the inside of her leg. "Oh, God," was the only thing she could think. "Please, Giles, don't stop." Her fingers threaded themselves into his hair.

He switched breasts as his hand continued its path up her leg. All too soon he left her breasts an lay down full length against her, he rolled to his back pulling her on top of him.

She gasped at the sensation, his chest hair tickling her bare breasts. The flesh against flesh felt so good and she could feel his erection pressing against her hip, she didn't know which felt better. She giggled as he shifted underneath her, he pulled away from his exploration of her jaw line, looking at her questioningly. She giggled again, "Sorry, Giles, your chest hair tickles."

"It's alright, Willow," he smiled at her. "Lovemaking is fun, it's alright to laugh." He ran his hand down her back to her bottom and pulled her hips firmly against his, she moaned her approval.

He felt quite large, not that she actually had any comparative knowledge. He could be average size and she wouldn't know the difference. He loosened his hold on her and she leaned down to kiss him again while snaking her hand between them, grasping his erection. Giles shuddered and moaned as Willow rubbed him through his jeans.

"Oh, Willow."

She felt a surge of power. The realization that she could rattle the otherwise iron control of Rupert Giles gave her quite a power trip and made her body sing. She removed her hand and shifted so their hips were aligned and proceeded to rock her hips. To her delight this action made him cry out again and provided delicious friction against her need.

"Ungh, Willow, you need to stop," he told her as he reluctantly rolled her off of himself.

"You didn't like it? The way you reacted when I used my hand, I thought…" she trailed off uncertainly, afraid she'd displeased him somehow.

" No. God no, Willow. It felt fantastic, a little too fantastic actually. Keep it up and this will be over far too soon." She frowned at him, uncertain of what he meant. "The feeling was so good that I was nearly ready to climax." Understanding dawned in her features, but was quickly replaced by confusion again."

"But…isn't that the point of sex, Giles? Isn't that what you want?"

"Of course, but lovemaking is a glorious journey, not a mad gallop to the finish. Besides, at my age, I may not be able to recover and I intend to pleasure you quite thoroughly before the night is over."

She blushed and stammered. "Right…sorry. I just felt.. So.. So.. Powerful."

"You should. Being the cause of that kind of pleasure is quite a power trip." His hands had returned to their wandering and she returned to stroking his chest. Her hands stroked low on his torso heading toward his erection again. He needed to distract her, quickly.

He brought his hand down to work the button of her skirt. Without warning he moved down to her feet and pulled her skirt down and off taking her panties with it. She lay there completely nude and he was again struck by her soft feminine beauty. He could smell the spicy scent of her arousal and it served to make him harder, he had to loose these damn pants.

Willow, look at me." She focused on him as he removed his pants and boxers. Her eyes widened as his erection sprang free and stood at attention against his belly. He really was quite large. He returned to gather her into his arms pressing his body fully against hers, exploring her newly reveled flesh. "Are you still alright with this, Willow? Do you want to stop?" He asked, stroking her spine.

"Please no," she panted, pulling back just enough so she could look him in the eye. "Giles, if you stop now I may have to hurt you."

He chuckled, allowing his hand to come to rest on her shapely bottom. "Ah, but Willow, my love, we haven't even gotten to the best bits yet." He punctuated this statement by giving her bottom a squeeze and flipped her onto her back. He captured her mouth again, devouring her with his kiss. He brought his hand down between them and brushed across her wet curls with one long finger.

Her hips bucked against his hand and stars exploded behind her eyes. God, that was good. She'd read the books, she knew how this was supposed to feel, theoretically. She'd touched herself occasionally, but never, never had she felt anything as good as that one stroke. She moaned deeply into his mouth.

"Like that, do you? You'll love this." He ran her finger through her folds stopping to rub her clit directly.

"Ahhhh," she cried out.

He slid one finger into her and she arched up against his hand. He rubbed his thumb against her clit while his finger worked inside her. He added a second finger as he nibbled her throat.

She couldn't breathe, she couldn't think, she couldn't speak. She couldn't do anything other than lie there writhing and moaning, spiraling deeper and deeper into the world of pleasure he was dragging her into.

She let out a small scream as his mouth found her core. While his fingers worked inside her he licked an sucked at her sensitive bundle of nerves. She was panting now and Giles knew she was close. He hooked his fingers and sucked her clit hard. She came with a strangled scream, arching off the bed, her inner muscles clenching around his fingers. He moved up over her as she recovered.

"Willow," she looked at him with slightly unfocused eyes. "This is going to hurt. Probably quite a lot, but I promise I will do my best to make up for whatever pain I cause. The best way is to do this quickly." "Oh, Giles," she said, suddenly remembering. "I didn't bring any…I didn't think about…protection."

"Don't worry, I was prepared," he said reaching into the drawer in the bedside table and came out with a condom. He made quick work of the wrapper and soon had it on. He looked into her eyes. "Are you ready?"

She nodded. He pushed one of her legs up and out as he sank into her fully with one sure thrust. She stiffened and cried out as he pushed through her barrier. He held himself still inside her, allowing her to adjust to his intrusion, peppering her face with kisses, telling her how sorry he was and that the pain would go away soon. After a moment she relaxed and began moving her hips, indicating she was ready for him to move. He began with long slow strokes building up the pleasure.

From the first stroke Giles knew he wasn't going to last long, she was so tight and hot, like velvet around his throbbing cock. He willed himself to keep his own desires under tight control. He had to make sure this beautiful woman under him was satisfied. Tonight was about her, after all.

"Giles, please. Harder, faster." He was only too happy to oblige. He thrust into her with more strength. She matched him thrust for thrust.

"Willow, you feel glorious, I don't know how much longer I can hold out."

"Don't then. Let go Giles, I'm not afraid." With a deep groan he started pounding into her with all he had. She was writhing underneath him, chanting his name over and over like a mantra. He could feel that she was close again, he brought his hand between them and with just a few sure strokes she came, crying his name one last time. Her inner muscles tightened around him like a vice, one more stroke, two and he buried himself in her fully and came with her name on his lips and collapsed on top of her. After a few moments he came back to himself and realized he must be crushing her. He rolled off her, his softened cock sliding out of her. He removed and disposed of the condom and turned to face Willow only then did he notice the tears in her eyes.

"Willow, oh my dear, I'm so sorry. I was too rough. I hurt you, I'm such a wanker."

"No, Giles, I'm fine. You didn't hurt me; well you did but, but you couldn't help that and you more than made up for it. These are tears of joy not sadness. You were perfect. My body feels all soupy, I don't think I can move, and I'm sleepy. Is that normal?" A look of insecurity suddenly replaced the one of joy on her face. "Was I good for you?"

"Yes Willow, you were fantastic, quite a natural actually. And, yes, sleepiness is a common side effect of good sex. It's alright Willow, go to sleep, I'll still be here when you wake up. I'll even make you breakfast in the morning," he told her pulling the blankets around them and pulling her into his arms.

"Mmmmm….Yummy," she mumbled as she slipped into sleep.

He watched her for a moment before fallowing her into slumber.


End file.
